Section 1. Corporate Name. The name of the corporation is Artist Management Association, Inc.

Section 2. Principal Office. The principal office for the transaction of the business of this corporation may be established at any place or places within or without the State of Delaware by resolution of the board of directors (the “Board”). The Board may at any time change the principal office from one location to another and may establish branch or subordinate offices at any place or places where the corporation is qualified to transact business. 

Section 3. Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law (Chapter 1, Title 8 of the Delaware Code) shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

Section 4. Purposes. The corporation is organized to provide leadership, shared resources and information, and a voice for its members in the creative industry, with the goal of improving the industry’s ability to serve artists, clients, and employees. Notwithstanding any of the statements of purposes and powers of the corporation contained herein, the corporation shall not, except to an insubstantial degree, engage in any activity or exercise any powers that are not in furtherance of the specific purposes of the corporation.

Section 1. Generally. Membership in the corporation shall be open to businesses focused on representation and management of still and motion content artists and creators. Invitations and applications for membership, and approval of any applications, shall be determined, from time to time, by the Board or its designee. Membership in the corporation shall commence upon approval of the Board of such potential member’s application, or as otherwise determined by the Board, and such membership shall continue until such entity or person resigns its membership or has its membership revoked by the Board, or as otherwise determined by the Board, in accordance with Article II, Section 4 of these bylaws (such entity or person during such period, a “Member”).

Section 2. Obligations of Membership. Membership in the corporation obligates each Member to commit to the purposes of the corporation, as set forth in these bylaws. Each Member shall designate an individual to serve as its primary representative to communicate with the corporation on behalf of such Member.

Section 3. Member Classification. The Board shall have the authority, from time to time, to establish levels, categories, or classes of membership and to differentiate privileges and obligations of membership among such levels, categories, or classes. The Board may add levels, categories, or classes of Members or amend the privileges and obligations among levels, categories, or classes of membership, in a manner which may be more or less favorable to such classes or groups of Members than it is to other classes or groups that were already established. Initially, the Corporation shall have one class of Members.

Section 4. Suspension, Termination, or Withdrawal of Members. The Board shall have the authority to suspend or terminate a Member’s membership in the corporation for failure to satisfy the obligations of membership or for any act or omission by such Member or its representative that interferes with the work or purpose of the corporation. Each Member shall have the authority to withdraw from the membership in the corporation, subject only to any outstanding obligations at the time of the withdrawal and any procedure for withdrawal that the Board may establish.

Section 5. Meetings. The Members may meet at any time and place, without any further advance notice thereof, that a meeting of the Board has been called in accordance with Article III, Section 11 or 12 of these bylaws. In addition, the President, or a written request from not less than one-third of the Members may set the date, time, and place of any other meeting of the Members for the purpose of any business determined by the person(s) calling such meeting, by sending written notice to each Member by e-mail or fax, not less than forty-eight hours before any such meeting, or by U.S. mail not less than ten (10) business days before any such meeting. 

Section 6. Record Date for Meetings of Members. In order that the corporation may determine the Members which are entitled to notice of, and to vote at, any meeting of the Members or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more thirty nor less than ten days before the date of such meeting. If no record date is fixed by the Board, the record date for determining Members entitled to notice of, and to vote at, a meeting of Members shall be the close of business on the day immediately prior to the day on which notice is given. A determination of Members of record entitled to notice of, and to vote at, a meeting of Members shall apply to any adjournment of the meeting; provided, that the Board may fix a new record date for the adjourned meeting.

Section 7. Quorum and Adjournment. At all meetings of Members, one-third of the Members eligible to vote or twenty (20) Members eligible to vote, whichever is less, shall constitute a quorum for the transaction of business. In the absence of a quorum, the Members present in person shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.

Section 8. Voting. The affirmative vote of a majority of the Members present at a meeting at which a quorum is present either in person or by other approved communications technology shall be the act of the Members unless the vote of a greater number of the Members is required by the Delaware General Corporation Law, the certificate of incorporation, or these bylaws. No Member may act by proxy on any matter.

Section 9. Action by Consent. Any action required to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken (a) approved by signature or electronic means (and dated) by Members holding not less than the minimum number of votes that would be necessary to take such action at a meeting at which all Members entitled to vote thereon were present, and (b) delivered to the corporation at its principal office. No written consent shall be effective to take the action referred to therein unless, within sixty (60) days after the earliest dated consent is delivered to the corporation, written consents signed by the holders of a sufficient number of the Members to take such action are delivered to the corporation. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to the Members.

Section 10. Minutes, Books, and Records. The Secretary shall keep minutes of each meeting of the Members. Copies of minutes of each such meeting shall be filed with the records of the corporation. To the fullest extent not prohibited by law, Members shall have no right to inspect or to make copies of the minutes of the Members, or any other books and records of the corporation.

Section 1. General Powers of Board. Subject to the provisions and limitations of the Delaware General Corporation Law and any other applicable laws, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.

Section 2. Specific Powers of Board. Without prejudice to the general powers set forth in Article II, Section 1 of these bylaws, but subject to the same limitations, the Board shall have full control over the affairs of the corporation, including without limitation, the power to do the following:

• (a) At its pleasure, appoint remove, and supervise all corporate officers, agents and employees of the corporation; prescribe powers and duties for each of the foregoing as are consistent with the law, the certificate of incorporation, and these bylaws; and fix their compensation.

• (b) Establish and change the principal office in Delaware from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities in or outside Delaware.

• (c) Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 3. Number of Directors. The Board shall consist of a minimum of one (1) and a maximum of fifteen (15) directors. The authorized number of directors may be changed by the affirmative vote of a majority of the Board.

Section 4. Qualification and Selection of Directors. Directors shall be natural persons. The initial directors shall be those persons named in the organizational minutes of the corporation. Such directors shall serve until the second annual meeting of the Members. Thereafter, to become a director, a person shall be nominated by a director and elected at the annual meeting of Members for the election of Directors. Directors shall hold office for a term of one (1) year and each shall serve for such term and until the election and qualification of a successor, or until such director's death, resignation, or removal. Directors may be elected to any number of consecutive terms. 

Section 5. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the authorized number of directors, and vacancies occurring for any reason, including any vacancy occurring by reason of the death, resignation, or removal of a director, may be filled at any meeting of the Board by the vote of the majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so elected shall serve until the next annual meeting of the Members at which directors are to be elected or until such director's successor is elected or appointed and qualified. 

Section 6. Removal. Any director may be removed at any time for any reason at a regular or special meeting called for that purpose by a majority of the Board.

Section 7. Resignation. Any director may resign from the Board at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board or such officer. The acceptance of such resignation shall not be necessary to make it effective. No resignations shall discharge any accrued obligation or duty of a director. 

Section 8. Location of Board Meetings. Meetings of the Board shall be held at any place within or outside Delaware that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

Section 9. Meetings by Telecommunication. Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:

• (a) Each director participating in the meeting can communicate concurrently with all other directors.

• (b) Each director is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

Section 10. Annual Meeting of Board. The Board shall hold a general meeting for purposes of organization, election of officers, and transaction of other business. Other general meetings of the Board may be held without notice at such time and place as the Board may fix from time to time.

Section 11. Special Meetings. Special meetings of the Board for any purpose may be called at any time by the President, a Vice President (if any), the Secretary, or any two Directors.

Section 12. Notice of Board Meetings. Notice of the time and place of Board meetings shall be given to each director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records. Notices sent by first-class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least forty-eight (48) hours before the time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting unless otherwise required by these bylaws.

Section 13. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of any business at any meeting of the Board. Every action taken or decision made by a majority of the Board at a duly held meeting at which a quorum is present shall be an act of the Board, subject to more stringent provisions of the Delaware General Corporation Law.

Section 14. Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.

Section 15. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 16. Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

Section 17. Board Action Without Meeting. Any action that the Board is required or permitted to take may be taken without a meeting if all directors consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

Section 18. Director Compensation. Directors may receive such compensation for their services as directors or officers, and reasonable reimbursement of expenses, as the Board may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.

Section 19. Board Committees. The Board, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of at least one (1) director, to serve at the pleasure of the Board. No person who is not a director shall sit on any committee as a voting member of such committee. Appointments to committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the Board, to the extent provided in the Board resolution, except that no committee may do the following:

• (a) Amend, alter or repeal these bylaws;

• (b) Elect, appoint or remove any member of any such committee or any director of the corporation;

• (c) Amend or repeal the certificate of incorporation, adopt a plan of merger or a plan of consolidation with another corporation;

• (d) Authorize the sale, lease or exchange of all of the property and assets of the corporation; 

• (e) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;

• (f) Adopt a plan for the distribution of assets of the corporation; or

• (g) Amend, alter or repeal any resolution of the Board unless it provides by its terms that it may be amended, altered or repealed by a committee.

Section 20. Advisory Board and Advisory Committees. The Board may establish an advisory board or one or more advisory committees. The members of the advisory board or any advisory committees may consist of non-directors and may be appointed as the Board determines. The advisory board may not exercise the authority of the Board or any committees of the Board to make decisions on behalf of the corporation, but may hold meetings, make recommendations to the Board or officers, and execute Board, Board committee or officer decisions and policies under the supervision and control of the Board or officers. Members of the advisory board or any advisory committees shall be appointed and may be removed by majority vote of the Board.

Section 21. Committee Meetings. Meetings and actions of committees of the Board shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other Board actions, except that the time for general meetings of Board committees and the calling of special meetings of Board committees may be set either by Board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If the Board has not adopted rules, the committee may do so.

Section 22. Conduct of Meetings. Meetings of the Board shall be presided over by the President, if appointed, or in the absence of the President, by a chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Board shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act a Secretary of the meeting.

Section 1. Officers. The officers of the corporation shall be either a President, a Secretary, and a Treasurer or chief financial officer or both. The corporation, at the Board’s discretion, may also establish other officers as determined by the Board. Any number of offices may be held by the same person. 

Section 2. Election of Officers. The officers of the corporation shall be elected by a majority vote of the Board and shall serve at the pleasure of the Board, subject to the rights of any officer under any employment contract. Each officer shall hold his or her office until his or her term expires, he or she resigns, is removed, or becomes otherwise disqualified from serving, or until his or her successor is elected.

Section 3. Removal of Officers. Without prejudice to the rights of any officer under an employment contract, the Board may remove any officer with or without cause by a majority vote of the Board. 

Section 4. Resignation of Officers. Any officer may resign at any time by giving written notice to the Board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board in the Board’s discretion.

Section 6. President. The President shall, subject to control of the Board, be the Chief Executive Officer of the Corporation and shall supervise, direct, and control the corporation’s day-to-day business activities and affairs, and shall have the power to hire and fire all officers, agents and employees, fix their compensation and prescribe powers and duties for them as are consistent with the law, the certificate of incorporation and these bylaws. The President shall have such other powers and duties as the Board or these bylaws may require.

Section 7. Secretary. The Secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and committees of the Board. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; and the names of persons present at Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal office of the corporation, a copy of the certificate of incorporation and bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board that these bylaws require to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or these bylaws may require.

Section 8. Treasurer. The Treasurer shall be the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The Treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these bylaws, or by the Board. The books of account shall be open to inspection by any director at all reasonable times. The Treasurer shall (a) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate; (b) disburse the corporation’s funds as the Board may order; (c) render to the President or the Board, when requested, an account of all transactions and of the financial condition of the corporation; and (d) have such other powers and perform such other duties as the Board or these bylaws may require. If required by the Board, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.

Section 9. Compensation of Officers. The Board shall decide all matters relating to the compensation, if any, of any officer. In the event the Board elects (in the Board’s discretion in accordance with these bylaws) to compensate any officer, then no salaried officer serving on the Board shall be permitted to vote on his or her own compensation as an officer, and such compensation paid to a director for serving as an officer of the corporation shall only be allowed if permitted under the provisions of Article III, Section 18 of these bylaws and any policies established by the Board with respect to compensation.

Section 1. Contracts with Directors. No director or officer of the corporation nor any other corporation, firm, association, or other entity in which one or more of the corporation’s directors or officers are directors or officers or are financially interested, shall be interested, directly or indirectly, in any contract or transaction with the corporation unless (a) the contract or transaction is fair as to the corporation at the time the contract or transaction is authorized or approved; (b) the fact of the common directorship, office or financial interest is disclosed or known to the Board or committee and noted in the minutes, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors; (c) the fact of the common directorship, office or financial interest is disclosed or known to the members, if any, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose; or (d) the fact of the common directorship or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the Board for action. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 2. Loans. No loans or guarantees shall be made by the corporation to any Members, members of the Board, officers, employees, or agents.

Section 3. Conflicts of Interest. The Board shall adopt a conflict of interest policy that covers Members, directors, officers, staff members, interns, consultants, and volunteers with significant decision making authority and shall serve as a guideline for addressing potential conflicts of interest that may arise in the course of service with the corporation (the “Conflicts of Interest Policy”). A person that is an interested party on a particular issue in accordance with the Conflicts of Interest Policy shall not be counted for purposes of determining whether a quorum is present, nor be entitled to cast a vote, in respect of such issue. 

Section 1. Indemnification. To the fullest extent permitted by law, the corporation shall indemnify its directors and officers, and may indemnify employees and other persons described in the Delaware General Corporation Law, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any action, suit or proceeding (as those terms are used in those sections), and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. The term “expenses,” as used in this bylaw, shall have the same meaning as in those sections of the Delaware General Corporation Law.

On written request to the Board by any person seeking indemnification under the Delaware General Corporation Law, the Board shall promptly decide under section 145 of the Delaware General Corporation Law whether the applicable standard of conduct set forth in Delaware General Corporation Law has been met and, if so, the Board shall authorize indemnification. 

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.

Section 2. Insurance. The corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.

Section 1. Amendments. Unless otherwise required by the Delaware General Corporation Law, these bylaws may be amended, altered, or repealed and new bylaws may be adopted at any meeting of the Board by a majority vote of the members of the Board present, either in person or approved communications technology. Any director may propose amendments for consideration. Any proposed amendment must be submitted to the President by e-mail, U.S. mail, or fax prior to a meeting of the Board so that the proposal may be communicated to members of the Board as part of the notice of such meeting.

Section 2. Fiscal Year. The fiscal year of the corporation shall be set from time to time by the Board.

Section 3. Corporate Records. The corporation shall maintain the following:

• (a) A copy, certified by the Secretary of State, of its certificate of incorporation and all amendments thereto;

• (b) A copy, certified by the Secretary of the corporation, of its bylaws and all amendments thereto; and

• (c) A Members’ ledger or a duplicate Members’ ledger, revised annually, containing the names, alphabetically arranged, of all persons who are Members of the corporation, showing their places of residence, if known, and the class of membership held by each.

The books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form within a reasonable time, or in any combination of the two.

Section 4. Forum Selection. The (a) the Delaware Court of Chancery (the  “Chancery Court”) and any state appellate court therefrom located in the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court sitting in Wilmington, Delaware) and (b) the courts of the State of California located in Los Angeles County (or a federal court sitting in Los Angeles County) shall, to the fullest extent not prohibited by law, be the sole and exclusive forum for (v) any derivative action or proceeding brought on behalf of the corporation, (w) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any Member, any director, or any officer, employee, or agent of the corporation to the corporation, the Members, or the corporation’s creditors or other constituents, (x) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation, or these bylaws (as any of the foregoing may be amended or restated from time to time), (y) any action to interpret, apply, enforce, or determine the validity of the Certificate of Incorporation or these bylaws, or (z) any action asserting a claim governed by the internal affairs doctrine.